Item 1.01 Entry into a Material Definitive Agreement.
Amendments to Bank Facilities
On
The Amendments, among other things:
i.extend the maturity dates by one year to
ii.increase the commitments under the 2019 Multicurrency Credit Facility and the
2019 Credit Facility to
iii.increase the maximum Revolving Loan Commitments, after giving effect to any
Incremental Commitments (each as defined in the 2019 Multicurrency Credit
Facility and the 2019 Credit Facility) to
iv.expand the sublimit for multicurrency borrowings under the 2019 Multicurrency
Credit Facility from
v.amend the limitation of the Company's permitted ratio of Total Debt to Adjusted EBITDA (each as defined in each of the Loans) to be no greater than 7.50 to 1.00 for the four fiscal quarters following the consummation of the Pending Telxius Acquisition, stepping down to 6.00 to 1.00 thereafter (with a further step up to 7.00 to 1.00 if the Company consummates a Qualified Acquisition (as defined in each of the Loans));
vi.amend the limitation on indebtedness of, and guaranteed by, the Company's
subsidiaries to the greater of (a)
vii.increase the threshold for certain defaults with respect to judgments,
attachments or acceleration of indebtedness from
The foregoing description is only a summary of certain provisions of the
Amendments and is qualified in its entirety by the terms of the Amendments,
copies of which will be filed as exhibits to the Company's Annual Report on Form
10-K for the year ended
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2021 Delayed Draw Term Loans
On
The 2021 364-Day Delayed Draw Term Loan matures one year from the date of the first draw thereunder and bears interest at a rate based on the senior unsecured debt rating of the Company, which, based on Company's current debt ratings, is 1.000% above the Euro Interbank Offered Rate ("EURIBOR"). The 2021 Three Year Delayed Draw Term Loan matures three years from the date of the first draw thereunder and bears interest at a rate based on the senior unsecured debt rating of the Company, which, based on Company's current debt ratings, is 1.125% above EURIBOR. The the net proceeds from the 2021 Delayed Draw Term Loans are to be used to fund the Pending Telxius Transaction. All outstanding principal and accrued but unpaid interest will be due and payable in full at maturity. The 2021 Delayed Draw Term Loans do not require amortization of principal and may be paid prior to maturity in whole or in part at the Company's option without penalty or premium.
The 2021 Delayed Draw Term Loan Agreements contain certain reporting, information, financial and operating covenants and other restrictions (including limitations on additional debt, guaranties, sales of assets and liens) with which the Company and its subsidiaries must comply, including the following two financial maintenance tests (each of the capitalized terms as defined in the 2021 Delayed Draw Term Loan Agreements):
i.a Company total leverage ratio (Total Debt to Adjusted EBITDA) of no greater than 7.50 to 1.00 for the four fiscal quarters following the consummation of the Pending Telxius Acquisition, stepping down to 6.00 to 1.00 thereafter (with a further step up to 7.00 to 1.00 if the Company consummates a Qualified Acquisition); and
ii.a senior secured leverage ratio (Senior Secured Debt to Adjusted EBITDA) of not greater than 3.00 to 1.00 for the Company and its Subsidiaries.
Any failure to comply with the financial and operating covenants of the 2021 Delayed Draw Term Loan Agreements may constitute a default, which could result in, among other things, the amounts outstanding, including all accrued interest and unpaid fees, becoming immediately due and payable.
Certain of the lenders under the 2021 Delayed Draw Term Loan Agreements and other parties to the 2021 Delayed Draw Term Loan Agreements or their affiliates have provided, and may in the future provide, commercial banking, underwriting, lending, investment banking and financial advisory services in the ordinary course of business for the Company, its subsidiaries and certain of its affiliates, for which they have received or will receive customary fees and commissions.
The foregoing description is only a summary of certain provisions of the 2021 Delayed Draw Term Loan Agreements and is qualified in its entirety by the terms of the 2021 Delayed Draw Term Loan Agreements, copies of which will be filed as exhibits to the Form 10-K.
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Bridge Facility
As previously disclosed, in connection with entering into the Pending Telxius
Acquisiton, the Company entered into a commitment letter, dated
Item 1.02 Termination of a Material Definitive Agreement.
On
For a summary of the material terms of the 2020 Term Loan, see the Company's
Quarterly Report on Form 10-Q for the quarter ended
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information included under Item 1.01 above is incorporated into this Item 2.03 by reference.
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